Columbus Acquisition Corp (NASDAQ: COLA) sets $10M PIPE for WISeSat deal

Q: What are the key terms of the $10,000,000 PIPE Investment involving COLA?

SEALSQ agreed to a $10,000,000 PIPE Investment , subscribing for Pubco Ordinary Shares at a price equal to the Redemption Price. The investment funds are to be issued at closing of the business combination, subject to customary terms and conditions in the Subscription Agreement.

Q: How many Pubco shares are initially tied to COLA’s PIPE at the assumed $10.66 price?

Assuming a Redemption Price of about $10.66 per share as of June 30, 2026, the PIPE would correspond to roughly 938,086 Pubco Ordinary Shares . This share count is illustrative and depends on the actual Redemption Price at closing.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Columbus Acquisition Corp amended its business combination agreement with WISeSat-related entities to extend the Outside Date for completing their planned merger to October 31, 2026, providing additional time to close the transaction.

The company, Pubco and the target also entered a Subscription Agreement with SEALSQ for a $10,000,000 PIPE Investment in Pubco Ordinary Shares, priced at the same per-share Redemption Price offered to public shareholders. Using an illustrative Redemption Price of about $10.66 per share as of June 30, 2026, the investment would equal approximately 938,086 Pubco Ordinary Shares. The PIPE includes a VWAP-based adjustment that can grant Additional Subscription Shares if the post-closing trading price is below the PIPE Purchase Price, subject to a $5.00 per-share floor.

Filing Explained

The PIPE has been agreed but is not yet issued: the $10 million in Pubco shares, plus any VWAP-based additional shares, is scheduled for issuance only when the business combination closes, creating conditional dilution for existing holders rather than completed issuance.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Extended Outside Date: October 31, 2026 PIPE Investment Amount: $10,000,000 Assumed Redemption Price: $10.66 per share +2 more

5 metrics

Extended Outside Date October 31, 2026 New deadline to complete the WISeSat business combination under the First Amendment

PIPE Investment Amount $10,000,000 Commitment by SEALSQ to purchase Pubco Ordinary Shares under the Subscription Agreement

Assumed Redemption Price $10.66 per share Illustrative Redemption Price as of June 30, 2026 used to estimate Subscription Shares

Estimated Subscription Shares 938,086 Pubco Ordinary Shares Estimated share count for the $10,000,000 PIPE at an assumed $10.66 Redemption Price

VWAP Floor Price $5.00 per share Minimum VWAP used when calculating Additional Subscription Shares after closing

Key Terms

Outside Date, PIPE Investment, Redemption Price, volume weighted average price, +1 more

5 terms

Outside Date regulatory

"the parties agreed to extend the Outside Date to October 31, 2026"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

PIPE Investment financial

"such investment, the “PIPE Investment”"

A pipe investment is a private sale of stock or convertible securities made directly to selected investors by a company that is already publicly traded, allowing the company to raise cash quickly without a full public offering. It matters to investors because it can dilute existing share value and change ownership stakes, but also signals that the company secured financing; like a homeowner taking a quick private loan to cover a repair, it can be a sign of needed funds or investor confidence.

Redemption Price financial

"at a price per share equal to the Redemption Price"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

volume weighted average price financial

"the volume weighted average price (the “VWAP”) of the Pubco Ordinary Shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Form F-4 regulatory

"filed with the SEC a registration statement on Form F-4"

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/06/2026 - 05:27 PM Accepted by SEC EDGAR 08/06/2026 - 05:26 PM

FAQ

What did Columbus Acquisition Corp (COLA) change in its merger agreement on August 6, 2026?

Columbus Acquisition Corp signed a First Amendment to its business combination agreement with WISeSat-related entities, extending the merger’s Outside Date to October 31, 2026. This gives all parties more time to satisfy conditions and complete the proposed transaction.

How does the First Amendment affect the WISeSat business combination timeline for COLA?

The First Amendment extends the deadline, or Outside Date, for closing the WISeSat transaction to October 31, 2026. Previously agreed terms remain, but the extra time addresses potential delays in approvals, documentation and other closing conditions.

What are the key terms of the $10,000,000 PIPE Investment involving COLA?

SEALSQ agreed to a $10,000,000 PIPE Investment, subscribing for Pubco Ordinary Shares at a price equal to the Redemption Price. The investment funds are to be issued at closing of the business combination, subject to customary terms and conditions in the Subscription Agreement.

How many Pubco shares are initially tied to COLA’s PIPE at the assumed $10.66 price?

Assuming a Redemption Price of about $10.66 per share as of June 30, 2026, the PIPE would correspond to roughly 938,086 Pubco Ordinary Shares. This share count is illustrative and depends on the actual Redemption Price at closing.

How does the VWAP-based adjustment for Additional Subscription Shares work in COLA’s PIPE?

If the 10-day VWAP ending on the 60th day after closing is below the PIPE Purchase Price, Pubco must issue Additional Subscription Shares. The number equals the $10,000,000 PIPE amount divided by VWAP (not below $5.00), minus the initial Subscription Shares.

Where can COLA investors find more details on the WISeSat transaction and PIPE?

Further details appear in Pubco’s registration statement on Form F-4 (No. 333-296969), which includes a proxy statement/prospectus. Once effective, the definitive proxy statement/prospectus will be mailed to shareholders and made available free on the SEC’s website.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

COLUMBUS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands	001-42485	N/A
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

14 Prudential Tower

Singapore 049712

(Address of principal executive offices)

(+1) 949 899 1827

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, consisting of one ordinary share, $0.0001 par value, and one Right to acquire one-seventh of one ordinary share	COLAU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	COLA	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-seventh of one ordinary share	COLAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on November 9, 2025, Columbus Acquisition Corp, an Cayman Islands exempted company (the “Company”), entered into a business combination agreement (as it may be amended, supplemented, or otherwise modified from time to time, including by the First Amendment (as described below), the “BCA”) with WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), WISeSat Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), WISeSat.Space Corp., a British Virgin Islands business company (the “Target”), WISeKey International Holding Ltd., a Swiss company (together with its successors, “WISeKey”), and pursuant to a Joinder Agreement, dated as of December 12, 2025, SEALSQ Corp, a British Virgin Islands business company and an affiliate of WISeKey (“SEALSQ”, and together with WISeKey, the “Sellers”).

On August 6, 2026, the Company entered into the First Amendment (this “First Amendment”) to the BCA with Pubco, Merger Sub, the Target, and Sellers. Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the BCA. Pursuant to the First Amendment, the parties agreed to extend the Outside Date to October 31, 2026.

The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 2.1 and is incorporated by reference herein.

Additional Information and Where to Find It

In connection with the proposed transaction, Pubco has filed with the SEC a registration statement on Form F-4 (Registration No. 333-296969) that includes a proxy statement for the shareholders of the Company that also constitutes a prospectus of the Company. The Company urges investors, shareholders and other interested persons to read the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about the Company, Pubco, Target, Seller, Merger Sub and the proposed transactions. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of the Company as of a record date to be established for voting on the proposed transactions. Shareholders will also be able to obtain a copy of the proxy statement/prospectus, without charge by directing a request to eric.zhang@herculescapital.group. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions described herein, and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company or the Target, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Participants in the Solicitation

The Company, the Target and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in the Company’s most recent Annual Report on Form 10-K, which was filed with the SEC on March 19, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the proposed transaction involving the Company and the Target, and the ability to consummate the proposed transaction. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely”, “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain shareholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory approval; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of involving the Company and the Target to consummate the proposed transaction; (iii) the possibility that other anticipated benefits of the proposed transaction will not be realized, and the anticipated tax treatment of the proposed transaction; (iv) the occurrence of any event that could give rise to termination of the proposed transaction; (v) the risk that shareholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (vi) changes in general economic and/or industry specific conditions; (vii) possible disruptions from the proposed transaction that could harm the Company business; (viii) the ability of the Company to retain, attract and hire key personnel; (ix) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company’s financial performance; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak, as well as management’s response to any of the aforementioned factors; and (xiii) other risk factors as detailed from time to time in the Company’s reports filed with the SEC, including the Company’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not exclusive. Neither the Company nor the Target can give any assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, neither the Company nor the Target undertakes any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 7.01 Regulation FD Disclosure

On August 6, 2026, the Company, Pubco and Target entered into a subscription agreement (the “Subscription Agreement”) with SEALSQ, an affiliate and shareholder of Target (the “PIPE Investor” and such investment, the “PIPE Investment”). Pursuant to the Subscription Agreement, the PIPE Investor agreed to subscribe for and purchase, and Pubco agreed to issue and sell to the PIPE Investor, contemporaneously with the closing of the business combination contemplated in the BCA, $10,000,000 (the “PIPE Investment Amount”) in Pubco Ordinary Shares (as defined in the BCA) (such shares, the “Subscription Shares”), at a price per share equal to the Redemption Price, as defined below (the “PIPE Purchase Price”), on the terms and subject to the conditions set forth in the Subscription Agreement. Assuming a Redemption Price of approximately $10.66 per share as of June 30, 2026, the number of Subscription Shares would be 938,086 Pubco Ordinary Shares. The form of the Subscription Agreement will be filed as an exhibit to Target’s Amendment No. 2 to Form F-4 (filed with the Securities Exchange Commission on August 6, 2026). The “Redemption Price” is the price per share paid to holders of publicly traded Company ordinary shares which have elected to redeem at the Company’s extraordinary meeting of shareholders for approval of the BCA and related matters, in each case in accordance with the Company’s CAC’s amended and restated memorandum and articles of association.

Under the Subscription Agreement, Pubco is required to issue additional Subscription Shares to the PIPE Investor (“Additional Subscription Shares”) in the event that the volume weighted average price (the “VWAP”) of the Pubco Ordinary Shares for the 10 consecutive trading days ending on the 60th calendar date (or if such date is not a trading date, on the next subsequent trading day) after the closing of the business combination (the “VWAP Price”) is less than the PIPE Purchase Price, with the number of Additional Subscription Shares equal to the PIPE Investment Amount, divided by VWAP Price (which may not be less than $5.00 per share), less the number of Subscription Shares.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
10.1		First Amendment to the Business Combination Agreement, dated as of August 6, 2026, by and among Columbus Acquisition Corp, WISeSat.Space Holdings Corp., WISeSat Merger Sub Corp., WISeSat.Space Corp., WISeKey International Holding Ltd, and SEALSQ Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Columbus Acquisition Corp

	By:	/s/ Fen Zhang
	Name:	Fen Zhang
	Title:	Chief Executive Officer

Date: August 6, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT, DATED AS OF AUGUST 6, 202 17.1 KB